CONSENT AND WAIVER NO. 3 TO CREDIT AGREEMENT

EXHIBIT 10.2

EXECUTION COPY

CONSENT AND WAIVER NO.3

TO CREDIT AGREEMENT

This CONSENT AND WAIVER NO. 3 TO CREDIT AGREEMENT (this “ Consent and Waiver ”), dated as of April 25, 2005, is made among Sabine Pass LNG, L.P., a Delaware limited partnership (the “ Borrower ”), Société Générale, in its capacity as administrative agent for the Lenders (the “ Agent ”), HSBC Bank USA, National Association, in its capacity as collateral agent for the Lenders (the “ Collateral Agent ”) and the Lenders party to the Credit Agreement (as defined below).

W I T N E S S E T H

WHEREAS, the Borrower, the Agent and the Collateral Agent are party to a Credit Agreement dated as of February 25, 2005 (as amended, modified and supplemented and in effect from time to time, the “ Credit Agreement ”), pursuant to which the lenders from time to time party thereto (the “ Lenders ”) have agreed to make loans to the Borrower in an aggregate principal amount of $822,000,000;

WHEREAS, the Borrower and Bechtel Corporation (the “ EPC Contractor ”) have entered into an Engineering, Procurement and Construction Agreement (the “EPC Contract ”) relating to the Project;

WHEREAS, the Borrower desires to amend certain provision of Attachment EE to the EPC Contract in order to reflect the Tank Subcontractor October 2004 updated material pricing proposal to the EPC Contractor; and

WHEREAS, the Borrower has requested that the Lenders consent to the Borrower entering into Change Order SP/BE-006 (the “ Change Order ”), attached hereto as Exhibit B, to effect the necessary amendments to Attachment EE to the EPC Contract, as more fully described in the waiver request letter (the “ Waiver Request Letter ”) attached hereto as Exhibit A.

NOW THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Definitions . Capitalized terms (including those used in the preamble and the recitals above) not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the principles of interpretation set forth therein shall apply herein.

Section 2. Consent and Waiver . Subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the Agent, the Collateral Agent and the Lenders hereby consent to the Borrower entering into the Change Order. In addition, the Lenders hereby waive (1) compliance with Section 8.20(e) of the Credit Agreement solely to the extent necessary to

Consent and Waiver No. 3

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permit the Borrower to enter into the Change Order and (ii) any Defaults or Events of Default arising directly as a result of the Borrower’s entering into the Change Order.

Section 3. Conditions Precedent . This Consent and Waiver shall become effective on the date on which the Agent has received counterparts of this Consent and Waiver duly executed and delivered by each of the Borrower, the Agent, the Collateral Agent and the Majority Lenders.

Section 4. Miscellaneous .

(a) Limited Waiver .

(i) Except as expressly consented to or waived hereby, all of the representations, warranties, terms, covenants, conditions and other provisions of the Credit Agreement and the other Financing Documents shall remain unchanged and unwaived and shall continue to be and shall remain in full force and effect in accordance with their respective terms.

(ii) The consent and waivers set forth herein shall be limited precisely as provided for herein to the provisions expressly consented to or waived and shall not be deemed to be a waiver of any right, power or remedy of any Lender, the Agent or the Collateral Agent under, or a waiver of, consent to or modification of any other term or provision of the Credit Agreement, any other Financing Document referred to therein or herein or of any transaction or further or future action on the part of the Borrower which would require the consent of the Lenders under the Credit Agreement or any of the other Financing Documents.

(iii) Except as provided in Section 2 hereof, nothing contained in this Consent and Waiver shall abrogate, prejudice, diminish or otherwise affect any powers, rights, remedies or obligations of any Person arising before the date of this Consent and Waiver.

(b) Financing Document . This Consent and Waiver shall be deemed to be a Financing Document referred to in the Credit Agreement and shall be construed, administered and applied in accordance with the terms and provisions thereof.

(c) Counterparts; Integration; Effectiveness . This Consent and Waiver may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any parties hereto may execute this Consent and Waiver by signing any such counterpart.

(d) Costs and Expenses . The Borrower agrees to pay and reimburse the Agent for all its reasonable costs and out-of-pocket expenses (including, without limitation, the reasonable fees and expenses of counsel to the Agent and the Lenders) incurred in connection with the preparation and delivery of this Consent and Waiver and such other related documents.

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(e) Governing Law . THIS CONSENT AND WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[Signature Pages Follow]

Consent and Waiver No. 3

IN WITNESS WHEREOF, the parties hereto have caused this Consent and Waiver to be duly executed and delivered as of the day and year first above written.

Consent and Waiver No. 3

Consent and Waiver No. 3

Consent and Waiver No. 3

Exhibit A to Consent and

Waiver No. 3

Waiver Request Letter

(see attached)

Consent and Waiver No. 3

April 12, 2005

Societe Generale

1221 Avenue of the Americas

New York, NY 10020

Attn: Robert Preminger

Gentlemen:

Pursuant to section 8.20(e) of the above referenced Agreement, Sabine is hereby requesting the consent of the Majority Lenders to make the following modifications to Attachment EE to the EPC Contract:

Please note that the pricing proposal quoted by the tank subcontractor for the 9% nickel steel adjustment is only valid through April 26, 2005. Accordingly, we request consent to these proposed changes to Attachment EE no later than April 22, 2005 to allow adequate time to place the 9% nickel steel order.

Very truly yours,

Sabine Pass LNG, L.P

C HENIERE E NERGY , I NC .

717 Texas Avenue, Suite 3100 • Houston, Texas 77002 • (713) 659-1361 • Fax (713) 659-5459

Exhibit B to Consent and

Waiver No. 3

Change Order

(see attached)

DRAFT

SCHEDULE D-1

CHANGE ORDER FORM